8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2020

WYTECINTERNATIONAL, INC.****(Exact name of registrant as specified in its charter)

19206Huebner Road, Suite 202, San Antonio, Texas 78258

(Address of principal executive offices) (Zip Code)

(210) 233-8980

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))

☐      Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)

☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).       Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02. Departureof Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of CertainOfficers

Compensation Arrangements. On April 24, 2020, the Board of Directors of Wytec International, Inc., a Nevada corporation (the “Company”), authorized the payment of a bonus to William H. Gray, its Chief Executive Officer, in the amount of $35,000 in cash in consideration for his leadership and contributions to the Company and the payment of a bonus to Donna Ward, its Chief Financial Officer, in the amount of $2,500 in cash in consideration for her contributions to the Company.

SECTION9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS

(d)       Exhibits

10.1       Compensation Agreement, dated April 24, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Exhibit 10.1

UNANIMOUS WRITTEN CONSENTOF THE BOARD OF DIRECTORS

OF

**WYTEC INTERNATIONAL, INC.**A Nevada Corporation

The undersigned, being all of the duly elected or appointed directors of Wytec International, Inc., a Nevada corporation (the “Company” or “Wytec”), acting pursuant to Section 78.315 of the Nevada General Corporation Law, hereby consent in writing in lieu of a meeting to take the following action and adopt the following resolutions:

PERFORMANCE BONUS FOR CHIEF EXECUTIVEOFFICER OF THE COMPANY

WHEREAS, Mr. Robert Merola has proposed that the Chief Executive Officer of the Company, Mr. William H. Gray, receive a performance bonus in the amount of $35,000 in cash payable immediately, in consideration for his contributions to the Company during the 2019 fiscal year, including but not limited to assisting with the Company’s development, structure and implementation of its business plan (the “Contributions”).

NOW THEREFORE BEIT RESOLVED, that the Chief Executive Officer of the Company, Mr. William H. Gray, be paid a performance bonus by the Company in the amount of $35,000 in cash in consideration for his Contributions to the Company during the 2019 fiscal year, payable immediately.

PERFORMANCE BONUS FOR CHIEF FINANCIALOFFICER OF THE COMPANY

WHEREAS, Mr. William H. Gray has proposed that the Chief Financial Officer of the Company, Ms. Donna Ward, receive a performance bonus in the amount of $2,500 in cash payable immediately, in consideration for her contributions to the Company during the 2019 fiscal year, including but not limited to assisting with the Company’s development, structure and implementation of its financial reporting (the “Contributions”).

NOW THEREFORE BEIT RESOLVED, that the Chief Financial Officer of the Company, Ms. Donna Ward, be paid a performance bonus by the Company in the amount of $2,500 in cash in consideration for her Contributions to the Company during the 2019 fiscal year, payable immediately.

RATIFICATION

RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with or otherwise to facilitate the matters described in any of the foregoing resolutions be, and they hereby are, approved, ratified and affirmed in all respects; and

RESOLVED, FURTHER, that the Chief Executive Officer of the Company be, and he hereby is, authorized and empowered on behalf of the Company and in its name to take or cause to be taken all actions and to execute and deliver all such documents that such officer of the Company approves as necessary or desirable in connection with the foregoing resolutions, such approval to be conclusively evidenced by the taking of any such action or the execution and delivery of any such instrument by such officer of the Company.

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The foregoing actions are hereby taken by the Board of Directors by unanimous written consent without a meeting pursuant to the Nevada General Corporation Law.

IN WITNESS WHEREOF, this Unanimous Written Consent has been executed as of the 24th day of April 2020.

*Abstains with respect to this director’s performance bonus.

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